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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2025
XBIOTECH INC.
(Exact
name of Registrant as specified in its charter)
British Columbia, Canada
(State of Incorporation)
001-37347
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
|
5217 Winnebago Ln, Austin, TX |
78744 |
| (Address of principal executive offices) |
(Zip Code) |
(512) 386-2900
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, no par value |
XBIT |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of XBiotech Inc. (the “Company”) was held
on August 29, 2025. The matters that were voted upon at the meeting, and the number of votes cast for and against, as well as the number
of abstentions and broker non-votes as to each such matter, are set forth below. Stockholders voted in accordance with the Board of Directors’
recommendations on each matter and voted to (1) elect five nominees for director; (2) ratify the selection by the Audit Committee of
the Board of Directors of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025;(3)approve, on an advisory basis, the compensation of the Company’s named executive officers;(4) approve the
Company’s 2025 Equity Incentive Plan.
Proposal #1 Election of five members of the Board of Directors
| |
For |
Abstain |
Broker Non-Votes |
| John Simard |
12,371,115 |
494,017 |
2,824,207 |
| Thomas Kündig |
12,698,614 |
166,518 |
2,824,207 |
| Craig Rademaker |
12,501,468 |
363,664 |
2,824,207 |
| Tevi D. Troy |
12,301,285 |
563,847 |
2,824,207 |
| David Soffer |
12,302,090 |
563,042 |
2,824,207 |
Proposal #2 Ratification of the selection of Whitley Penn LLP as the Company’s
independent registered public accounting firm for the fiscal year ending 2025
| For |
Against |
Abstain |
Broker Non-Votes |
| 15,206,712 |
413,673 |
68,954 |
0 |
Proposal #3 Advisory Vote on Executive Compensation
| For |
Against |
Abstain |
Broker Non-Votes |
| 11,336,500 |
1,460,498 |
68,134 |
2,824,207 |
Proposal #4 Approval of the Company’s 2025 Equity Incentive Plan
| For |
Against |
Abstain |
Broker Non-Votes |
| 11,952,280 |
904,108 |
8,744 |
2,824,207 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 2, 2025 |
XBIOTECH INC. |
| |
|
| |
By: |
/s/John Simard |
| |
|
John Simard |
| |
|
Chief Executive Officer and President |
